Compensation Program for Dr. Michael Myers, CEO and Chairman
This agreement outlines the compensation program for Dr. Michael Myers, the Chief Executive Officer and Chairman of the Board, as approved by the company's shareholders in 2024. It allows the Compensation Committee and Board to set Dr. Myers' pay for fiscal 2024 and beyond without further shareholder approval, within specified limits: up to a 15% annual base salary increase, an annual cash bonus up to 50% of base salary, and annual equity grants valued up to 500% of his total fixed compensation.
Exhibit 10.45
Compensation Program for Dr. Michael Myers
At the 2024 annual meeting of shareholders, the Company’s shareholders approved a compensation program for the Company’s Chief Executive Officer and Chairman of the Board, Dr. Michael Myers. The program sets forth the following compensation limitations applicable to Dr. Myers which the Compensation Committee and the Board can utilize in setting Dr. Myers’ compensation, beginning with the compensation to be paid in fiscal 2024, without the need to obtain further shareholder approval:
(i)an annual increase of base salary of up to 15% of Dr. Myers’ then effective base salary;
(ii)an annual cash bonus of up to 50% of Dr. Myers’ annual base salary during the fiscal year for which the annual cash bonus is paid (for example, Dr. Myers’ bonus to be paid in fiscal 2025 for fiscal 2024 services would be based upon a percentage, up to 50%, of Dr. Myers’ annual base salary in fiscal 2024); and
(iii)an annual equity grant in any form permitted under the Company’s equity incentive plan in effect from time to time with an annual value (determined in accordance with the Black-Scholes formula or another widely accepted and suitable formula for calculating the value of equity awards) of up to 500% of the maximum total fixed component (base salary and benefits) to which Dr. Myers is entitled in the grant year.
(together the “CEO Compensation Program”).
